Common Shares purchased for an Agent's account under the Plan (a "Plan
Account") will be purchased on the open market at current market prices or in
negotiated transactions. The Common Shares are listed on the NASDAQ, National
Market System ("NASDAQ/NMS"). The closing price of a Common Share on July 16,
1997, on the NASDAQ/NMS was $46.75.
This Prospectus relates to Common Shares available for purchase under the
Plan. It is suggested that this Prospectus be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is August 1, 1997.
